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    Third Quarter Results and
     2008 Financial Outlook


October 30, 2008
Agenda


    Business Environment

          Bob Rossiter, Chairman, CEO and President
      –

    Third Quarter Results and 2008 Financial Outlook

          Matt Simoncini, SVP and CFO
      –

    Summary and Outlook

          Bob Rossiter, Chairman, CEO and President
      –

    Q and A Session


                                                       2
Business Environment




                       3
State of the Business*

       Widening international credit crisis and unfavorable economic
       conditions are adversely impacting global automotive demand

       We are taking necessary actions to withstand the current
       industry downturn and maintain our focus on strategic priorities

       We expect to generate positive free cash flow this year

       We have initiated a $150 million operating improvement plan to
       strengthen our results over the next twelve months

       We have faced significant challenges in the past, and each
       time, we have emerged as an even stronger competitor

             Aggressively Responding To Downturn Conditions

* Please see slides titled “Non-GAAP Financial Information” and “Forward-Looking Statements” at the end of this presentation for further
  information.                                                                                                                             4
Near-Term Operating Priorities*

     Execute operating improvement plan and achieve savings as
     soon as possible
     Plan consists of incremental actions globally, ranging from
     significant near-term cost reductions, as well as the deferral of
     certain program and restructuring spending
     Implement restructuring actions with the greatest near-term pay-
     back and invest in growth initiatives on a very focused basis
     Adapt cost structure and investments to lower industry
     production levels and revised operating plans of major customers
     Maintain focus on quality and customer satisfaction

 Operating Improvement Plan Designed To Improve Near-Term
           Results And Maintain Financial Flexibility
* Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.   5
Long-Term Outlook*
Long-Term Industry Outlook
  Global growth in automotive demand and further consolidation of supply base
  Critical success factors: global capabilities, a low-cost footprint and superior quality
  Leading technologies and innovation are key differentiating factors
  Lear well positioned to be successful when business conditions improve
                   Seating
                           –   Global capability and scale
                           –   Increasing sales diversification
                           –   Restructuring strengthening long-term competitiveness
                           –   Increasing low-cost footprint – manufacturing and engineering
                           –   Selective vertical integration in key components
                           –   Among leaders in technology and innovation
                           –   Recognized industry leader in quality


                    Electrical and Electronics
                           –   Significant growth opportunity
                           –   Consolidating segments
                           –   Global presence and capability
                           –   Evolving low-cost footprint
                           –   Investing in key technologies (e.g., high-power electrical systems and
                               components; Solid State Smart Junction BoxesTM and wireless portfolio)
* Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.   6
Global Electrical and Electronics
Business Update and Operating Priorities*

      Established stand-alone global Electrical and Electronics
      strategy and organization:
        – Improves strategic focus
        – Provides greater accountability
        – Best leverages global resources
        – Increases awareness of our capabilities

      Four initial operational priorities identified:
        – Deliver profitable sales growth and diversification
        – Achieve world-class cost competitiveness
        – Focus product portfolio around key technologies
        – Establish a strong global team

* Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.   7
Global Electrical and Electronics
Progress on Operating Priorities*

Improved Cost Competitiveness – optimizing and leveraging global resources
        Consolidation of global work force
        Aggressive restructuring actions in North America and Europe
        Continued optimization of low-cost footprint
         – Launched new electronics plants in Apodaca, Mexico and Shanghai, China
        Expanded low-cost engineering centers in China, India and the Philippines

Focused Product Portfolio – targeting key technologies for investment
        Introduced new product strategy to drive discipline and prioritization
         – Providing customers uncompromised value in targeted product segments
        Opened high-power center of excellence in Southfield, Michigan
         – 3 significant battery charger programs in development with major OEMs
         – New awards in high-power wire harnesses and connection systems

Established Strong Global Team – recruited top talent
        Truly global organization with top talent now in place

* Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.   8
Global Electrical and Electronics
Sales Growth and Diversification*

Global Electrical and Electronics Sales                                           Update on New Business
   (in billions)
                                                                            Established marketing strategy
                                                                            and brand identity --
                                              $5.0
                                                                            Powering Ideas That DeliverTM

                                                                            Awarded global programs

                                                                            ≈$400 million in net new business
                   $3.0
                                                                            signed since January, including
                                                                            new battery charger programs
                                                                            and new high-power electrical
                                                                            systems

                                                                            Increased sales diversification by
                                                                            customer, region and segment
       2008 Outlook                    2012 Target



 * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.   9
Third-Quarter Results
and 2008 Financial Outlook




                             10
Third-Quarter 2008
Financial Summary*
  Major Factors Impacting Third-Quarter 2008 Results
  –      Sharply lower production in North America and Europe
  +      Continued benefits of restructuring actions and other cost
         reduction actions

  Third-Quarter 2008 Results
         Net sales of $3.1 billion
         Core operating earnings of $46 million**
         Free cash flow of $(17) million**

  Full-Year 2008 Outlook
         Industry production of 12.9 million units in North America and
         19.7 million units in Europe
         Net sales are forecasted at about $14 billion
         Core operating earnings are estimated to be in the range
         of $440 to $480 million
 * Please see slides titled “Non-GAAP Financial Information” and “Forward-Looking Statements” at the end of this presentation for further information.
** Core operating earnings represents income before interest, other expense, income taxes, restructuring costs and other special items. Free cash
   flow represents net cash provided by operating activities before the net change in sold accounts receivable, less capital expenditures.               11
Third-Quarter 2008
Industry Environment

                                        Third Quarter      Third Quarter
                                            2008           2008 vs. 2007

 North American Production
  Industry                                  2.9 mil         down 17%
  Domestic Three                            1.7 mil         down 23%
  Lear's Top 15 Platforms                   0.7 mil         down 33%
 European Production
  Industry                                  4.3 mil          down 3%
  Lear's Top 5 Customers                    2.0 mil          down 8%

 Key Commodities (Quarterly Average)   vs. Prior Quarter
  Steel (Hot Rolled)                           flat           up 74%
  Copper                                  down 11%           down 3%
  Crude Oil                                down 5%            up 57%
  Foam-Related Chemicals                    up 12%            up 24%


                                                                           12
Third-Quarter 2008
Reported Financials

                                                                         Third                       Third                   3Q '08
(in millions, except net income per share)                            Quarter 2008                Quarter 2007            B/(W) 3Q '07

                                                                       $3,133.5                     $3,574.6                ($441.1)
Net Sales

Income Before Interest, Other Expense and
                                                                            $0.9                      $108.0                ($107.1)
Income Taxes*


                                                                          ($77.3)                       $60.1               ($137.4)
Pretax Income (Loss)

                                                                          ($98.2)                       $41.0               ($139.2)
Net Income (Loss)

                                                                          ($1.27)                       $0.52                ($1.79)
Net Income (Loss) Per Share

                                                                              4.1 %                                             0.4 pts.
                                                                                                           4.5 %
SG&A % of Net Sales

                                                                           $46.5                        $47.5                  $1.0
Interest Expense

                                                                           $75.6                        $70.7                 ($4.9)
Depreciation / Amortization

                                                                           $31.7                        $17.5                ($14.2)
Other Expense, Net



 *   Please see slides titled “Non-GAAP Financial Information” at the end of this presentation for further information.                    13
Third-Quarter 2008
Restructuring Impact*

                                                                          Third Quarter
                                                                      Income Before Interest,
    (in millions)                                                         Other Expense
                                                                        and Income Taxes
    Reported Results
                                                                              $         0.9
     2008 Total Company
                                                                                                       Income Statement Category
    Reported Results Include the Following Items:                                                            COGS        SG&A


                                                                              $       45.2                  $ 39.1       $ 6.1
     Costs related to restructuring actions



     2008 Core Operating Earnings                                              $      46.1



     2007 Core Operating Earnings                                              $     170.4




*   Please see slides titled “Non-GAAP Financial Information” at the end of this presentation for further information.             14
Third-Quarter 2008
Net Sales Changes and Margin Impact

                              Net Sales       Margin
    Performance Factor         Change         I mpact                   Comments
                              (in millions)

   Industry Production /      $     (665)     Negative   Sharply lower production and unfavorable
 Platform Mix / Net Pricing                              platform mix in North America and Europe



   Global New Business                 63     Neutral    Lincoln MKS, Chevrolet Aveo and Mazda 6
                                                         in North America; Audi A4 and Lancia Delta
                                                         in Europe, Citroen Elysee in Asia and
                                                         Mercedes C-Class in South America


      F/X Translation                 161     Neutral    Euro up 11%, Canadian dollar up 1%


       Performance                            Positive   Favorable operating performance, including
                                                         efficiency actions and benefits from
                                                         restructuring and lower compensation
                                                         expense
                                                                                                      15
Third-Quarter 2008
Seating Performance*

                                                                                                 Explanation of
                      Adjusted Seating Segment Margins                                      Year-to-Year Change Q3
                                                               Nine Months
                 Third Quarter                                                             Sales Factors
                                                                                           – Lower industry production and
               7.0%                                   7.0%
                                                                                             unfavorable platform mix in
                                                                                             North America and Europe
                                                                          5.1%
                                                                                           + Favorable foreign exchange
                                                                                           Margin Performance
                                                                                           – Lower industry production in
                                 3.1%

                                                                                             North America and Europe
                                                                                           – Net selling price reductions
                                                                                           – Increased commodity costs
                                                                                           + Favorable cost performance
           Q3 2007          Q3 2008                 2007               2008
                                                                                           + Restructuring savings
(in mils)
                $2,881.4    $2,478.1
Sales                                               $9,140.1         $8,655.4
                                                                                           + Lower compensation expense
                $ 181.2     $ 40.9
Earnings**                                          $ 617.1          $ 354.2
Adj. Earnings** $ 200.7     $ 75.6                  $ 643.6          $ 445.7



 * Please see slide titled “Non-GAAP Financial Information” at the end of this presentation for further information.
** Reported segment earnings represents income before interest, other expense and income taxes; adjusted segment earnings represents
   reported segment earnings adjusted for restructuring costs.                                                                       16
Third-Quarter 2008
Electrical and Electronic Performance*

                                                                                                 Explanation of
                                                                                            Year-to-Year Change Q3
    Adjusted Electrical and Electronic Segment Margins
                                                                                           Sales Factors
                   Third Quarter                          Nine Months
                                                                                           – Lower industry production in
                                                                                             North America and Europe

                                                                                           + Favorable foreign exchange
                                                                          4.2%
                                                      3.9%
                                                                                           + Addition of new business

                                                                                           Margin Performance
                2.0%
                                1.8%
                                                                                           – Lower industry production in
                                                                                             North America and Europe

                                                                                           – Net selling price reductions
           Q3 2007          Q3 2008                 2007               2008
                                                                                           + Favorable operating
(in mils)
                                                                                             performance
Sales           $ 693.2      $ 655.4                $2,307.0         $2,314.7
Earnings**      $   4.0      $   4.9                $ 45.0           $ 71.4
Adj. Earnings** $ 13.8       $ 11.9                 $ 89.9           $ 97.3
                                                                                           + Lower compensation expense

 * Please see slide titled “Non-GAAP Financial Information” at the end of this presentation for further information.
** Reported segment earnings represents income before interest, other expense and income taxes; adjusted segment earnings represents
   reported segment earnings adjusted for restructuring costs.                                                                       17
Third-Quarter 2008
Free Cash Flow*

               (in millions)
                                                                                          Third
                                                                                         Quarter
                                                                                          2008

                           Net Loss                                                     $     (98.2)

                           Depreciation / Amortization                                         75.6

                           Working Capital / Other                                             44.2
                                                                                        $      21.6
                           Cash from Operations


                           Capital Expenditures                                               (38.3)

                                                                                        $     (16.7)
                           Free Cash Flow



 * Free cash flow represents net cash provided by operating activities ($40.9 million for the three months ended 9/27/08) before net
   change in sold accounts receivable (($19.3) million for the three months ended 9/27/08) (Cash from Operations), less capital
   expenditures. Please see slides titled “Non-GAAP Financial Information” at the end of this presentation for further information.
                                                                                                                                       18
2008 Outlook
Fourth-Quarter and Full-Year Production Assumptions*



                                                        Fourth Quarter                                    Full-Year
                                                                Change from                                    Change from
                                                     Forecast    Prior Year                        Forecast      Prior Year
   North American Production
    Total Industry                                        ≈ 3.1mil       down 16%                   ≈ 12.9 mil     down 14%
    Domestic Three                                       ≈ 1.8 mil       down 21%                    ≈ 7.6 mil     down 19%
    Lear's Top 15 Platforms                               ≈ .7 mil       down 23%                    ≈ 3.0 mil     down 26%

   European Production
    Total Industry                                       ≈ 4.5 mil       down 13%                   ≈ 19.7 mil     down 2%
      Lear's Top 5 Customers                             ≈ 2.1 mil       down 16%                    ≈ 9.5 mil     down 4%
      Euro                                          $1.30 / Euro         down 10%               $1.47 / Euro        up 7%




 * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.
                                                                                                                              19
2008 Outlook
Full-Year Financial Forecast*
                                                                                           2008 Full-Year
                                                                                        Financial Forecast

                                                                                            ≈ $14.0 billion
            Net Sales

                                                                                    $440 to $480 million
            Core Operating Earnings
              Incom e before interest, other expense,
              incom e taxes, restructuring
              costs and other special item s

                                                                                    $190 to $200 million
            Interest Expense
                                                                                    $180 to $220 million
            Pretax Income
              before restructuring costs
              and other special item s

                                                                                            ≈ $110 million **
            Estimated Tax Expense
                                                                                            ≈ $150 million
            Pretax Restructuring Costs
                                                                                    $180 to $200 million
            Capital Spending
                                                                                            ≈ $300 million
            Depreciation and Amortization
                                                                                             ≈ $75 million
            Free Cash Flow


   * Please see slides titled “Non-GAAP Financial Information” and “Forward-Looking Statements” at the end of this presentation for
     further information.
  ** Subject to actual mix of earnings by country.                                                                                    20
Strong Liquidity Position*

                                                   Primary Liquidity Sources


                               Cash and cash equivalents on 9/27/08 $ 523 million
                                           Revolving credit facility $ 1.3 billion



      We expect to generate positive free cash flow for the year

      We have no significant near-term debt maturities

      On October 15, we borrowed $400 million under our revolving credit facility
        – No near-term funding needs; invested in safe, short-term investments
        – Protection against possible short-term disruptions in the credit markets
        – Combined with cash and cash equivalents, sufficient to meet expected
          liquidity needs
     Lear Has A Strong Liquidity Position And Will Be Proactive
                In Maintaining Financial Flexibility
 * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.   21
Update on Operating Improvement Plan*
         Operating improvement plan comprised of incremental
         actions on global basis
         Target to improve operating results by $150 million over the
         next twelve months from present run rate
         Major areas of improvement are:
           –    Sales/commercial items
           –    Material cost reductions
           –    Plant/manufacturing costs
           –    Administrative, engineering and overhead costs
           –    Restructuring actions
         Some actions already implemented; bulk of improvement
         expected in the first half of 2009
Comprehensive Global Initiative Intended To Improve Near-Term
     Operating Results and Maintain Financial Flexibility
 * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.   22
Examples of Incremental Operating Improvements*
   Commercial and Cost Structure Actions (about two-thirds of the total)
      Global census reductions
      Compensation and benefit reductions and deferrals
         – Salaried compensation concessions
         – Extended holiday shutdowns
         – Discretionary benefit reductions and deferrals
      Reduction in non-program related spending and new market infrastructure costs
      Balanced customer pricing, reflecting lower production environment
      Plant, facility and other overhead cost reductions
         – Reduced capacity expansion in emerging markets
         – Extended holiday shutdowns
         – Further consolidation of administrative offices

   Restructuring Actions (about one-third of the total)
      Re-timing of restructuring actions to achieve the greatest near-term economic benefit:
         – Reprioritization of all potential actions based on present business conditions
         – Pull-ahead of census actions with shorter payback
         – Deferral of certain other actions with longer payback

 * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.   23
Credit Facility Covenant Compliance*

  Lear’s major credit facility covenants are leverage and interest
  coverage ratios, determined by our trailing twelve months’ operating
  results (including restructuring)
  Historically, we have targeted a 30% or more covenant cushion
  relative to our long range plan
  Given the rapid decline in production in mature markets and
  increased restructuring requirements as our major customers
  reduce capacity, our projected covenant cushion has been reduced
  In response, the Company has initiated an operating improvement
  plan designed to improve near-term profitability and increase
  financial flexibility
  Covenant compliance is not a near-term concern, but we will
  continue to monitor market conditions and production levels closely
  and respond proactively
  * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.
                                                                                                                    24
Summary and Outlook




                      25
Summary and Outlook*
    Business conditions have become more challenging globally
    We are aggressively implementing actions to improve near-term
    operating results:
     – $150 million operating improvement plan
     – Global restructuring initiative
    At the same time, we are maintaining our focus on strategic
    priorities:
     – Continued sales diversification
     – Further low-cost footprint expansion
     – Selective vertical integration in Seating
     – Improvement plan for Electrical and Electronics
    We expect to generate positive free cash flow for 2008
    We intend to be proactive in responding to changing business
    conditions and maintaining financial flexibility
    Longer-term financial outlook continues to be positive
* Please see slides titled “Non-GAAP Financial Information” and “Forward-Looking Statements” at the end of this presentation for further
  information.                                                                                                                             26
R




         ADVANCE RELENTLESSLY™

 LEA
Listed
                      www.lear.com
NYSE
                                     27
Non-GAAP Financial Information
In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”) included throughout this
presentation, the Company has provided information regarding “income before interest, other expense and income taxes,” “income before interest, other
expense, income taxes, restructuring costs and other special items” (core operating earnings), “pretax income before restructuring costs and other special
items” and “free cash flow” (each, a non-GAAP financial measure). Other expense includes, among other things, non-income related taxes, foreign
exchange gains and losses, discounts and expenses associated with the Company’s asset-backed securitization and factoring facilities, minority interests
in consolidated subsidiaries, equity in net income of affiliates and gains and losses on the sale of assets. Free cash flow represents net cash provided by
operating activities before the net change in sold accounts receivable, less capital expenditures. The Company believes it is appropriate to exclude the net
change in sold accounts receivable in the calculation of free cash flow since the sale of receivables may be viewed as a substitute for borrowing activity.

Management believes the non-GAAP financial measures used in this presentation are useful to both management and investors in their analysis of the
Company’s financial position and results of operations. In particular, management believes that income before interest, other expense and income taxes,
core operating earnings and pretax income before restructuring costs and other special items are useful measures in assessing the Company’s financial
performance by excluding certain items (including those items that are included in other expense) that are not indicative of the Company's core operating
earnings or that may obscure trends useful in evaluating the Company’s continuing operating activities. Management also believes that these measures
are useful to both management and investors in their analysis of the Company's results of operations and provide improved comparability between fiscal
periods. Management believes that free cash flow is useful to both management and investors in their analysis of the Company’s ability to service and
repay its debt. Further, management uses these non-GAAP financial measures for planning and forecasting in future periods.

Income before interest, other expense and income taxes, core operating earnings, pretax income before restructuring costs and other special items and
free cash flow should not be considered in isolation or as a substitute for pretax income (loss), net income (loss), cash provided by operating activities or
other statement of operations or cash flow statement data prepared in accordance with GAAP or as a measure of profitability or liquidity. In addition, the
calculation of free cash flow does not reflect cash used to service debt and therefore, does not reflect funds available for investment or other discretionary
uses. Also, these non-GAAP financial measures, as determined and presented by the Company, may not be comparable to related or similarly titled
measures reported by other companies.

Set forth on the following slides are reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated
and presented in accordance with GAAP. Given the inherent uncertainty regarding special items, other expense and the net change in sold accounts
receivable in any future period, a reconciliation of forward-looking financial measures to the most directly comparable financial measures calculated and
presented in accordance with GAAP is not feasible. The magnitude of these items, however, may be significant.




                                                                                                                                                                 28
Non-GAAP Financial Information
Core Operating Earnings



                                                                                                 Three Months
  (in millions)                                                                              Q3 2008      Q3 2007
  Pretax income (loss)                                                                   $      (77.3)   $    60.1
  Divestiture of Interior business                                                                  -        (17.1)
  Interest expense                                                                               46.5         47.5
  Other expense, net *                                                                           31.7         17.5

  Income before interest, other expense and income taxes                                 $       0.9     $   108.0
  Restructuring costs and other special items -
   Costs related to restructuring actions                                                       45.2          37.3
   Costs related to merger transaction                                                            -           25.1
  Income before interest, other expense, income taxes,
                                                                                         $      46.1     $   170.4
    restructuring costs and other special items
    (core operating earnings)
  * Includes minority interests in consolidated subsidiaries and equity in net income of affiliates.




                                                                                                                      29
Non-GAAP Financial Information
Segment Earnings



                                                                      Three Months                    Nine Months
  (in millions)                                                  Q3 2008        Q3 2007         Q3 2008        Q3 2007

  Seating                                                    $       40.9     $    181.2    $      354.2    $      617.1
  Electrical and electronic                                           4.9            4.0            71.4            45.0
  Interior                                                              -              -               -             8.2

  Segment earnings                                                   45.8          185.2           425.6           670.3

  Corporate and geographic headquarters and elimination of
   intercompany activity                                             (44.9)        (77.2)         (156.3)         (183.1)

  Income before interest, other expense and
    income taxes                                             $        0.9     $    108.0    $      269.3    $      487.2

  Divestiture of Interior business                                      -          (17.1)              -             7.8
  Interest expense                                                   46.5           47.5           139.5           150.3
  Other expense, net                                                 31.7           17.5            41.8            42.8

                                                             $      (77.3)    $     60.1    $       88.0    $      286.3
  Pretax income (loss)




                                                                                                                            30
Non-GAAP Financial Information
Adjusted Segment Earnings



                                            Three Months Q3 2008     Three Months Q3 2007
                                                    Electrical and           Electrical and
  (in millions)                             Seating   Electronic     Seating   Electronic

  Sales                                     $ 2,478.1 $     655.4    $ 2,881.4 $     693.2

  Segment earnings                          $   40.9 $        4.9    $   181.2 $       4.0
   Costs related to restructuring actions       34.7          7.0         19.5         9.8
  Adjusted segment earnings                 $   75.6 $       11.9    $   200.7 $      13.8

                                            Nine Months Q3 2008      Nine Months Q3 2007
                                                    Electrical and           Electrical and
  (in millions)                             Seating   Electronic     Seating   Electronic

  Sales                                     $ 8,655.4 $    2,314.7   $ 9,140.1 $    2,307.0

  Segment earnings                          $   354.2 $      71.4    $   617.1 $      45.0
   Costs related to restructuring actions        91.5        25.9         26.5        44.9
  Adjusted segment earnings                 $   445.7 $      97.3    $   643.6 $      89.9




                                                                                              31
Non-GAAP Financial Information
Cash from Operations and Free Cash Flow


                                                        Three Months
 (in millions)                                             Q3 2008

 Net cash provided by operating activities              $       40.9
 Net change in sold accounts receivable                        (19.3)

 Net cash provided by operating activities before net
  change in sold accounts receivable
  (cash from operations)                                        21.6
 Capital expenditures                                          (38.3)
 Free cash flow                                         $      (16.7)




                                                                        32
Forward-Looking Statements
 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
 1995, including statements regarding anticipated financial results and liquidity. Actual results may differ materially from
 anticipated results as a result of certain risks and uncertainties, including but not limited to, general economic conditions in
 the markets in which the Company operates, including changes in interest rates or currency exchange rates, the financial
 condition of the Company’s customers or suppliers, changes in actual industry vehicle production levels from the
 Company’s current estimates, fluctuations in the production of vehicles for which the Company is a supplier, the loss of
 business with respect to, or the lack of commercial success of, a vehicle model for which the Company is a significant
 supplier, including further declines in sales of full-size pickup trucks and large sport utility vehicles, disruptions in the
 relationships with the Company’s suppliers, labor disputes involving the Company or its significant customers or suppliers
 or that otherwise affect the Company, the Company's ability to achieve cost reductions that offset or exceed customer-
 mandated selling price reductions, the outcome of customer negotiations, the impact and timing of program launch costs,
 the costs, timing and success of restructuring actions, increases in the Company's warranty or product liability costs, risks
 associated with conducting business in foreign countries, competitive conditions impacting the Company's key customers
 and suppliers, the cost and availability of raw materials and energy, the Company's ability to mitigate increases in raw
 material, energy and commodity costs, the outcome of legal or regulatory proceedings to which the Company is or may
 become a party, unanticipated changes in cash flow, including the Company’s ability to align its vendor payment terms with
 those of its customers, the Company’s ability to access capital markets on commercially reasonable terms and other risks
 described from time to time in the Company's Securities and Exchange Commission filings. In particular, the Company’s
 financial outlook for 2008 is based on several factors, including the Company’s current industry vehicle production and
 commodity pricing assumptions. The Company’s actual financial results could differ materially as a result of significant
 changes in these factors. The operating improvement plan described in this presentation does not represent a forecast of
 future operating results. Future operating results will be based on various factors, including actual industry production
 volumes, commodity prices and the Company’s success in implementing its operating improvement plan.

 The forward-looking statements in this presentation are made as of the date hereof, and the Company does not assume
 any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date
 hereof.                                                                                                                            33

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LEAR Q308 Earnings 238 asdfx Final

  • 1. ® Third Quarter Results and 2008 Financial Outlook October 30, 2008
  • 2. Agenda Business Environment Bob Rossiter, Chairman, CEO and President – Third Quarter Results and 2008 Financial Outlook Matt Simoncini, SVP and CFO – Summary and Outlook Bob Rossiter, Chairman, CEO and President – Q and A Session 2
  • 4. State of the Business* Widening international credit crisis and unfavorable economic conditions are adversely impacting global automotive demand We are taking necessary actions to withstand the current industry downturn and maintain our focus on strategic priorities We expect to generate positive free cash flow this year We have initiated a $150 million operating improvement plan to strengthen our results over the next twelve months We have faced significant challenges in the past, and each time, we have emerged as an even stronger competitor Aggressively Responding To Downturn Conditions * Please see slides titled “Non-GAAP Financial Information” and “Forward-Looking Statements” at the end of this presentation for further information. 4
  • 5. Near-Term Operating Priorities* Execute operating improvement plan and achieve savings as soon as possible Plan consists of incremental actions globally, ranging from significant near-term cost reductions, as well as the deferral of certain program and restructuring spending Implement restructuring actions with the greatest near-term pay- back and invest in growth initiatives on a very focused basis Adapt cost structure and investments to lower industry production levels and revised operating plans of major customers Maintain focus on quality and customer satisfaction Operating Improvement Plan Designed To Improve Near-Term Results And Maintain Financial Flexibility * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information. 5
  • 6. Long-Term Outlook* Long-Term Industry Outlook Global growth in automotive demand and further consolidation of supply base Critical success factors: global capabilities, a low-cost footprint and superior quality Leading technologies and innovation are key differentiating factors Lear well positioned to be successful when business conditions improve Seating – Global capability and scale – Increasing sales diversification – Restructuring strengthening long-term competitiveness – Increasing low-cost footprint – manufacturing and engineering – Selective vertical integration in key components – Among leaders in technology and innovation – Recognized industry leader in quality Electrical and Electronics – Significant growth opportunity – Consolidating segments – Global presence and capability – Evolving low-cost footprint – Investing in key technologies (e.g., high-power electrical systems and components; Solid State Smart Junction BoxesTM and wireless portfolio) * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information. 6
  • 7. Global Electrical and Electronics Business Update and Operating Priorities* Established stand-alone global Electrical and Electronics strategy and organization: – Improves strategic focus – Provides greater accountability – Best leverages global resources – Increases awareness of our capabilities Four initial operational priorities identified: – Deliver profitable sales growth and diversification – Achieve world-class cost competitiveness – Focus product portfolio around key technologies – Establish a strong global team * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information. 7
  • 8. Global Electrical and Electronics Progress on Operating Priorities* Improved Cost Competitiveness – optimizing and leveraging global resources Consolidation of global work force Aggressive restructuring actions in North America and Europe Continued optimization of low-cost footprint – Launched new electronics plants in Apodaca, Mexico and Shanghai, China Expanded low-cost engineering centers in China, India and the Philippines Focused Product Portfolio – targeting key technologies for investment Introduced new product strategy to drive discipline and prioritization – Providing customers uncompromised value in targeted product segments Opened high-power center of excellence in Southfield, Michigan – 3 significant battery charger programs in development with major OEMs – New awards in high-power wire harnesses and connection systems Established Strong Global Team – recruited top talent Truly global organization with top talent now in place * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information. 8
  • 9. Global Electrical and Electronics Sales Growth and Diversification* Global Electrical and Electronics Sales Update on New Business (in billions) Established marketing strategy and brand identity -- $5.0 Powering Ideas That DeliverTM Awarded global programs ≈$400 million in net new business $3.0 signed since January, including new battery charger programs and new high-power electrical systems Increased sales diversification by customer, region and segment 2008 Outlook 2012 Target * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information. 9
  • 10. Third-Quarter Results and 2008 Financial Outlook 10
  • 11. Third-Quarter 2008 Financial Summary* Major Factors Impacting Third-Quarter 2008 Results – Sharply lower production in North America and Europe + Continued benefits of restructuring actions and other cost reduction actions Third-Quarter 2008 Results Net sales of $3.1 billion Core operating earnings of $46 million** Free cash flow of $(17) million** Full-Year 2008 Outlook Industry production of 12.9 million units in North America and 19.7 million units in Europe Net sales are forecasted at about $14 billion Core operating earnings are estimated to be in the range of $440 to $480 million * Please see slides titled “Non-GAAP Financial Information” and “Forward-Looking Statements” at the end of this presentation for further information. ** Core operating earnings represents income before interest, other expense, income taxes, restructuring costs and other special items. Free cash flow represents net cash provided by operating activities before the net change in sold accounts receivable, less capital expenditures. 11
  • 12. Third-Quarter 2008 Industry Environment Third Quarter Third Quarter 2008 2008 vs. 2007 North American Production Industry 2.9 mil down 17% Domestic Three 1.7 mil down 23% Lear's Top 15 Platforms 0.7 mil down 33% European Production Industry 4.3 mil down 3% Lear's Top 5 Customers 2.0 mil down 8% Key Commodities (Quarterly Average) vs. Prior Quarter Steel (Hot Rolled) flat up 74% Copper down 11% down 3% Crude Oil down 5% up 57% Foam-Related Chemicals up 12% up 24% 12
  • 13. Third-Quarter 2008 Reported Financials Third Third 3Q '08 (in millions, except net income per share) Quarter 2008 Quarter 2007 B/(W) 3Q '07 $3,133.5 $3,574.6 ($441.1) Net Sales Income Before Interest, Other Expense and $0.9 $108.0 ($107.1) Income Taxes* ($77.3) $60.1 ($137.4) Pretax Income (Loss) ($98.2) $41.0 ($139.2) Net Income (Loss) ($1.27) $0.52 ($1.79) Net Income (Loss) Per Share 4.1 % 0.4 pts. 4.5 % SG&A % of Net Sales $46.5 $47.5 $1.0 Interest Expense $75.6 $70.7 ($4.9) Depreciation / Amortization $31.7 $17.5 ($14.2) Other Expense, Net * Please see slides titled “Non-GAAP Financial Information” at the end of this presentation for further information. 13
  • 14. Third-Quarter 2008 Restructuring Impact* Third Quarter Income Before Interest, (in millions) Other Expense and Income Taxes Reported Results $ 0.9 2008 Total Company Income Statement Category Reported Results Include the Following Items: COGS SG&A $ 45.2 $ 39.1 $ 6.1 Costs related to restructuring actions 2008 Core Operating Earnings $ 46.1 2007 Core Operating Earnings $ 170.4 * Please see slides titled “Non-GAAP Financial Information” at the end of this presentation for further information. 14
  • 15. Third-Quarter 2008 Net Sales Changes and Margin Impact Net Sales Margin Performance Factor Change I mpact Comments (in millions) Industry Production / $ (665) Negative Sharply lower production and unfavorable Platform Mix / Net Pricing platform mix in North America and Europe Global New Business 63 Neutral Lincoln MKS, Chevrolet Aveo and Mazda 6 in North America; Audi A4 and Lancia Delta in Europe, Citroen Elysee in Asia and Mercedes C-Class in South America F/X Translation 161 Neutral Euro up 11%, Canadian dollar up 1% Performance Positive Favorable operating performance, including efficiency actions and benefits from restructuring and lower compensation expense 15
  • 16. Third-Quarter 2008 Seating Performance* Explanation of Adjusted Seating Segment Margins Year-to-Year Change Q3 Nine Months Third Quarter Sales Factors – Lower industry production and 7.0% 7.0% unfavorable platform mix in North America and Europe 5.1% + Favorable foreign exchange Margin Performance – Lower industry production in 3.1% North America and Europe – Net selling price reductions – Increased commodity costs + Favorable cost performance Q3 2007 Q3 2008 2007 2008 + Restructuring savings (in mils) $2,881.4 $2,478.1 Sales $9,140.1 $8,655.4 + Lower compensation expense $ 181.2 $ 40.9 Earnings** $ 617.1 $ 354.2 Adj. Earnings** $ 200.7 $ 75.6 $ 643.6 $ 445.7 * Please see slide titled “Non-GAAP Financial Information” at the end of this presentation for further information. ** Reported segment earnings represents income before interest, other expense and income taxes; adjusted segment earnings represents reported segment earnings adjusted for restructuring costs. 16
  • 17. Third-Quarter 2008 Electrical and Electronic Performance* Explanation of Year-to-Year Change Q3 Adjusted Electrical and Electronic Segment Margins Sales Factors Third Quarter Nine Months – Lower industry production in North America and Europe + Favorable foreign exchange 4.2% 3.9% + Addition of new business Margin Performance 2.0% 1.8% – Lower industry production in North America and Europe – Net selling price reductions Q3 2007 Q3 2008 2007 2008 + Favorable operating (in mils) performance Sales $ 693.2 $ 655.4 $2,307.0 $2,314.7 Earnings** $ 4.0 $ 4.9 $ 45.0 $ 71.4 Adj. Earnings** $ 13.8 $ 11.9 $ 89.9 $ 97.3 + Lower compensation expense * Please see slide titled “Non-GAAP Financial Information” at the end of this presentation for further information. ** Reported segment earnings represents income before interest, other expense and income taxes; adjusted segment earnings represents reported segment earnings adjusted for restructuring costs. 17
  • 18. Third-Quarter 2008 Free Cash Flow* (in millions) Third Quarter 2008 Net Loss $ (98.2) Depreciation / Amortization 75.6 Working Capital / Other 44.2 $ 21.6 Cash from Operations Capital Expenditures (38.3) $ (16.7) Free Cash Flow * Free cash flow represents net cash provided by operating activities ($40.9 million for the three months ended 9/27/08) before net change in sold accounts receivable (($19.3) million for the three months ended 9/27/08) (Cash from Operations), less capital expenditures. Please see slides titled “Non-GAAP Financial Information” at the end of this presentation for further information. 18
  • 19. 2008 Outlook Fourth-Quarter and Full-Year Production Assumptions* Fourth Quarter Full-Year Change from Change from Forecast Prior Year Forecast Prior Year North American Production Total Industry ≈ 3.1mil down 16% ≈ 12.9 mil down 14% Domestic Three ≈ 1.8 mil down 21% ≈ 7.6 mil down 19% Lear's Top 15 Platforms ≈ .7 mil down 23% ≈ 3.0 mil down 26% European Production Total Industry ≈ 4.5 mil down 13% ≈ 19.7 mil down 2% Lear's Top 5 Customers ≈ 2.1 mil down 16% ≈ 9.5 mil down 4% Euro $1.30 / Euro down 10% $1.47 / Euro up 7% * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information. 19
  • 20. 2008 Outlook Full-Year Financial Forecast* 2008 Full-Year Financial Forecast ≈ $14.0 billion Net Sales $440 to $480 million Core Operating Earnings Incom e before interest, other expense, incom e taxes, restructuring costs and other special item s $190 to $200 million Interest Expense $180 to $220 million Pretax Income before restructuring costs and other special item s ≈ $110 million ** Estimated Tax Expense ≈ $150 million Pretax Restructuring Costs $180 to $200 million Capital Spending ≈ $300 million Depreciation and Amortization ≈ $75 million Free Cash Flow * Please see slides titled “Non-GAAP Financial Information” and “Forward-Looking Statements” at the end of this presentation for further information. ** Subject to actual mix of earnings by country. 20
  • 21. Strong Liquidity Position* Primary Liquidity Sources Cash and cash equivalents on 9/27/08 $ 523 million Revolving credit facility $ 1.3 billion We expect to generate positive free cash flow for the year We have no significant near-term debt maturities On October 15, we borrowed $400 million under our revolving credit facility – No near-term funding needs; invested in safe, short-term investments – Protection against possible short-term disruptions in the credit markets – Combined with cash and cash equivalents, sufficient to meet expected liquidity needs Lear Has A Strong Liquidity Position And Will Be Proactive In Maintaining Financial Flexibility * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information. 21
  • 22. Update on Operating Improvement Plan* Operating improvement plan comprised of incremental actions on global basis Target to improve operating results by $150 million over the next twelve months from present run rate Major areas of improvement are: – Sales/commercial items – Material cost reductions – Plant/manufacturing costs – Administrative, engineering and overhead costs – Restructuring actions Some actions already implemented; bulk of improvement expected in the first half of 2009 Comprehensive Global Initiative Intended To Improve Near-Term Operating Results and Maintain Financial Flexibility * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information. 22
  • 23. Examples of Incremental Operating Improvements* Commercial and Cost Structure Actions (about two-thirds of the total) Global census reductions Compensation and benefit reductions and deferrals – Salaried compensation concessions – Extended holiday shutdowns – Discretionary benefit reductions and deferrals Reduction in non-program related spending and new market infrastructure costs Balanced customer pricing, reflecting lower production environment Plant, facility and other overhead cost reductions – Reduced capacity expansion in emerging markets – Extended holiday shutdowns – Further consolidation of administrative offices Restructuring Actions (about one-third of the total) Re-timing of restructuring actions to achieve the greatest near-term economic benefit: – Reprioritization of all potential actions based on present business conditions – Pull-ahead of census actions with shorter payback – Deferral of certain other actions with longer payback * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information. 23
  • 24. Credit Facility Covenant Compliance* Lear’s major credit facility covenants are leverage and interest coverage ratios, determined by our trailing twelve months’ operating results (including restructuring) Historically, we have targeted a 30% or more covenant cushion relative to our long range plan Given the rapid decline in production in mature markets and increased restructuring requirements as our major customers reduce capacity, our projected covenant cushion has been reduced In response, the Company has initiated an operating improvement plan designed to improve near-term profitability and increase financial flexibility Covenant compliance is not a near-term concern, but we will continue to monitor market conditions and production levels closely and respond proactively * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information. 24
  • 26. Summary and Outlook* Business conditions have become more challenging globally We are aggressively implementing actions to improve near-term operating results: – $150 million operating improvement plan – Global restructuring initiative At the same time, we are maintaining our focus on strategic priorities: – Continued sales diversification – Further low-cost footprint expansion – Selective vertical integration in Seating – Improvement plan for Electrical and Electronics We expect to generate positive free cash flow for 2008 We intend to be proactive in responding to changing business conditions and maintaining financial flexibility Longer-term financial outlook continues to be positive * Please see slides titled “Non-GAAP Financial Information” and “Forward-Looking Statements” at the end of this presentation for further information. 26
  • 27. R ADVANCE RELENTLESSLY™ LEA Listed www.lear.com NYSE 27
  • 28. Non-GAAP Financial Information In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”) included throughout this presentation, the Company has provided information regarding “income before interest, other expense and income taxes,” “income before interest, other expense, income taxes, restructuring costs and other special items” (core operating earnings), “pretax income before restructuring costs and other special items” and “free cash flow” (each, a non-GAAP financial measure). Other expense includes, among other things, non-income related taxes, foreign exchange gains and losses, discounts and expenses associated with the Company’s asset-backed securitization and factoring facilities, minority interests in consolidated subsidiaries, equity in net income of affiliates and gains and losses on the sale of assets. Free cash flow represents net cash provided by operating activities before the net change in sold accounts receivable, less capital expenditures. The Company believes it is appropriate to exclude the net change in sold accounts receivable in the calculation of free cash flow since the sale of receivables may be viewed as a substitute for borrowing activity. Management believes the non-GAAP financial measures used in this presentation are useful to both management and investors in their analysis of the Company’s financial position and results of operations. In particular, management believes that income before interest, other expense and income taxes, core operating earnings and pretax income before restructuring costs and other special items are useful measures in assessing the Company’s financial performance by excluding certain items (including those items that are included in other expense) that are not indicative of the Company's core operating earnings or that may obscure trends useful in evaluating the Company’s continuing operating activities. Management also believes that these measures are useful to both management and investors in their analysis of the Company's results of operations and provide improved comparability between fiscal periods. Management believes that free cash flow is useful to both management and investors in their analysis of the Company’s ability to service and repay its debt. Further, management uses these non-GAAP financial measures for planning and forecasting in future periods. Income before interest, other expense and income taxes, core operating earnings, pretax income before restructuring costs and other special items and free cash flow should not be considered in isolation or as a substitute for pretax income (loss), net income (loss), cash provided by operating activities or other statement of operations or cash flow statement data prepared in accordance with GAAP or as a measure of profitability or liquidity. In addition, the calculation of free cash flow does not reflect cash used to service debt and therefore, does not reflect funds available for investment or other discretionary uses. Also, these non-GAAP financial measures, as determined and presented by the Company, may not be comparable to related or similarly titled measures reported by other companies. Set forth on the following slides are reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. Given the inherent uncertainty regarding special items, other expense and the net change in sold accounts receivable in any future period, a reconciliation of forward-looking financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP is not feasible. The magnitude of these items, however, may be significant. 28
  • 29. Non-GAAP Financial Information Core Operating Earnings Three Months (in millions) Q3 2008 Q3 2007 Pretax income (loss) $ (77.3) $ 60.1 Divestiture of Interior business - (17.1) Interest expense 46.5 47.5 Other expense, net * 31.7 17.5 Income before interest, other expense and income taxes $ 0.9 $ 108.0 Restructuring costs and other special items - Costs related to restructuring actions 45.2 37.3 Costs related to merger transaction - 25.1 Income before interest, other expense, income taxes, $ 46.1 $ 170.4 restructuring costs and other special items (core operating earnings) * Includes minority interests in consolidated subsidiaries and equity in net income of affiliates. 29
  • 30. Non-GAAP Financial Information Segment Earnings Three Months Nine Months (in millions) Q3 2008 Q3 2007 Q3 2008 Q3 2007 Seating $ 40.9 $ 181.2 $ 354.2 $ 617.1 Electrical and electronic 4.9 4.0 71.4 45.0 Interior - - - 8.2 Segment earnings 45.8 185.2 425.6 670.3 Corporate and geographic headquarters and elimination of intercompany activity (44.9) (77.2) (156.3) (183.1) Income before interest, other expense and income taxes $ 0.9 $ 108.0 $ 269.3 $ 487.2 Divestiture of Interior business - (17.1) - 7.8 Interest expense 46.5 47.5 139.5 150.3 Other expense, net 31.7 17.5 41.8 42.8 $ (77.3) $ 60.1 $ 88.0 $ 286.3 Pretax income (loss) 30
  • 31. Non-GAAP Financial Information Adjusted Segment Earnings Three Months Q3 2008 Three Months Q3 2007 Electrical and Electrical and (in millions) Seating Electronic Seating Electronic Sales $ 2,478.1 $ 655.4 $ 2,881.4 $ 693.2 Segment earnings $ 40.9 $ 4.9 $ 181.2 $ 4.0 Costs related to restructuring actions 34.7 7.0 19.5 9.8 Adjusted segment earnings $ 75.6 $ 11.9 $ 200.7 $ 13.8 Nine Months Q3 2008 Nine Months Q3 2007 Electrical and Electrical and (in millions) Seating Electronic Seating Electronic Sales $ 8,655.4 $ 2,314.7 $ 9,140.1 $ 2,307.0 Segment earnings $ 354.2 $ 71.4 $ 617.1 $ 45.0 Costs related to restructuring actions 91.5 25.9 26.5 44.9 Adjusted segment earnings $ 445.7 $ 97.3 $ 643.6 $ 89.9 31
  • 32. Non-GAAP Financial Information Cash from Operations and Free Cash Flow Three Months (in millions) Q3 2008 Net cash provided by operating activities $ 40.9 Net change in sold accounts receivable (19.3) Net cash provided by operating activities before net change in sold accounts receivable (cash from operations) 21.6 Capital expenditures (38.3) Free cash flow $ (16.7) 32
  • 33. Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated financial results and liquidity. Actual results may differ materially from anticipated results as a result of certain risks and uncertainties, including but not limited to, general economic conditions in the markets in which the Company operates, including changes in interest rates or currency exchange rates, the financial condition of the Company’s customers or suppliers, changes in actual industry vehicle production levels from the Company’s current estimates, fluctuations in the production of vehicles for which the Company is a supplier, the loss of business with respect to, or the lack of commercial success of, a vehicle model for which the Company is a significant supplier, including further declines in sales of full-size pickup trucks and large sport utility vehicles, disruptions in the relationships with the Company’s suppliers, labor disputes involving the Company or its significant customers or suppliers or that otherwise affect the Company, the Company's ability to achieve cost reductions that offset or exceed customer- mandated selling price reductions, the outcome of customer negotiations, the impact and timing of program launch costs, the costs, timing and success of restructuring actions, increases in the Company's warranty or product liability costs, risks associated with conducting business in foreign countries, competitive conditions impacting the Company's key customers and suppliers, the cost and availability of raw materials and energy, the Company's ability to mitigate increases in raw material, energy and commodity costs, the outcome of legal or regulatory proceedings to which the Company is or may become a party, unanticipated changes in cash flow, including the Company’s ability to align its vendor payment terms with those of its customers, the Company’s ability to access capital markets on commercially reasonable terms and other risks described from time to time in the Company's Securities and Exchange Commission filings. In particular, the Company’s financial outlook for 2008 is based on several factors, including the Company’s current industry vehicle production and commodity pricing assumptions. The Company’s actual financial results could differ materially as a result of significant changes in these factors. The operating improvement plan described in this presentation does not represent a forecast of future operating results. Future operating results will be based on various factors, including actual industry production volumes, commodity prices and the Company’s success in implementing its operating improvement plan. The forward-looking statements in this presentation are made as of the date hereof, and the Company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof. 33